Resolution No. 8719
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RESOLUTION NO. 8719
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A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND RATIFYING THE EXECUTION OF A
MASTER SERVICES CONTRACT AND SCHEDULE A-INTRASTATE
TRANSMISSION SERVICE BY AND BETWEEN THE CITY OF
VERNON AND SOUTHERN CALIFORNIA GAS COMPANY
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7 WHEREAS, the City of Vernon ("City") is constructing a 134
8 MW Combined Cycle Power Plant, the Malburg Generating Station for the
9 purpose of installing additional generating capacity that will yield
10 an efficient, cost-effective, and reliable source of electric
11 generation to the City's inhabitants; and
12 WHEREAS, the City has constructed a natural gas distribution
13 system served at two locations (Bandini/Downey and Fruitland/Downey)
14 from SoCalGas Transmission Line 756 and two regulator stations are
15 located at the two locations to distribute gas from the transmission
16 system into the distribution system located in the City (the "Vernon
17 Gas System"); and
18 WHEREAS, SoCalGas and the City desire to enter into a Master
19 Services Contract, Schedule A-Intrastate Transmission Service
20 Transportation Services Addendum (Order Control Code V08) and Master
21 Services Contract Schedule A Intrastate Transmission Service setting
22 forth the terms and conditions under which SoCalGas will provide
23 natural gas services to the City pursuant to applicable Tariff Rate
24 Schedules and Tariff Rules which have been filed with the Public
25 Utilities Commission of the State of California; and
26 WHEREAS, in order to meet the urgent need for the
27 transportation of natural gas to the Vernon City gate in order to fuel
28 the Malburg Generating Station and Vernon's Gas System, the City
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1 Administrator executed a Master Services Contract dated January 27,
2 2005, a Master Services Contract Schedule A-Intrastate Transmission
3 Service Transportation Services Addendum (Order Control Code V08)
4 executed on March 22, 2005, and a Master Services Contract Schedule A
5 Intrastate Transmission Service dated February 8, 2005 (collectively,
6 the "Agreement"), subject to ratification by the City Council; and
7 WHEREAS, on April 5, 2005, the Finance Committee considered
8 the recommendation of Bruce V. Malkenhorst, the Director of Finance,
9 dated March 31, 2005, that the actions of the City Administrator in
10 executing the Agreement with SoCalGas be ratified; and
11 WHEREAS, the City Council desires to approve and ratify the
12 Agreement, as executed by the City Administrator; and
13 WHEREAS, the City Council of the City of Vernon has
14 determined that, pursuant to the provisions of subsection (a) of
15 Section 2.27 of the Vernon City Code, it is in the public interest and
16 necessity to ratify entering into the Agreement with SoCalGas.
17 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
18 CITY OF VERNON AS FOLLOWS:
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SECTION 1:
The City Council of the City of Vernon hereby
20 finds and determines that the recitals contained hereinabove are true
21 and correct.
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SECTION 2:
The City Council of the City of Vernon hereby
23 ratifies the execution of the Master Services Contract dated
24 January 27, 2005, the Master Services Contract Schedule A-Intrastate
25 Transmission Service Transportation Services Addendum (Order Control
26 Code V08) executed on March 22, 2005, and the Master Services Contract
27 Schedule A Intrastate Transmission Service dated February 8, 2005, a
28 copy of which is attached hereto as Exhibit A and incorporated by
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1 reference.
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SECTION 3:
The City Clerk of the City of Vernon shall
3 certify to the passage of this resolution, and thereupon and
4 thereafter the same shall be in full force and effect.
5 APPROVED AND ADOPTED this 13th day of April, 2005.
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ATTEST:,...
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10 BRUCE V. MALKENHORST, City Clerk
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~' LEONIS C. MA BURG, ayor
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STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
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I, BRUCE V. MALKENHORST, City Clerk of the City of Vernon, do
hereby certify that the foregoing Resolution, being Resolution No.
8719, was duly adopted by the City Council of the City of Vernon at a
special meeting of the City Council duly held on Wednesday, April 13,
thereafter was duly signed by the Mayor of the City of
8 2005, and
9 Vernon.
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13 ( SEAL)
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BRUCE V. MALKENHORST, City Clerk
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EXHIBIT
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MASTER SERVICES CONTRACT
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TAXPAYER I.D. 956000808
This Master Services Contract ("MSC") is entered into by and between Southern California Gas
Company ("Utility") and CITY OF VERNON ("Customer") as of the 27th day of January. 2005.
NOW THEREFORE, in consideration of the promises and mutual undertakings set forth herein, the
parties agree as follows:
Section 1 ~ Scope
This MSC sets forth the general terms and conditions under which Utility will provide gas services to
Customer pursuant to the applicable Tariff Rate Schedules and Tariff Rules which have been filed with
the Public Utilities Commission of the State of California ("CPUC"), as in effect from time to time. Such
services shall be limited to those services specified by Customer from time to time for which Customer
qualifies. Service under this MSC shall commence on April 1 st. 2005 ("Effective Date") and continue
thereafter so long as one or more of the Schedules referenced in Section 2 remain in effect. This MSC
shall also remain in effect to permit any "winding up. occurring thereafter (e.g., billing and payment
reconciliations, correction of gas imbalances, etc.) or to enforce or satisfy any obligations arising prior to
the end of the MSC.
Section 2 ~ Applicable Services
Utility offers services including, but not limited to, Transportation Services, Contracted Marketer
Program Services, Core Aggregation Transportation Services, Storage Services, and other services that
may be available from time to time.
Services may be requested by Customer from time to time consistent with Utility's Tariff Rate
Schedules and Tariff Rules and any publicly-announced bidding, offering or operating procedures of
Utility, and this MSC may be supplemented as appropriate. ' ,
The agreement(s) specifying the terms and conditions for services requested by Customer shall be
incorporated into the MSC as a "Schedule". Each Schedule shall be an independent agreement,
incorporating by reference the terms of this MSC. Customer may select additional services after the MSC
is initially executed, and the MSC shall be deemed amended to include the additional executed Schedule.
Although the various services are compiled under this MSC for administration and other
considerations, each service provided by Utility to Customer is separate and independent from all other
services. Thus, the breach of an agreement for one service under an incorporated Schedule shall not
result in the breach of, or excuse performance under, another agreement for another service incorporated
as a Schedule to this MSC. Likewise, there shall be no offset between any amounts claimed to be
payable or due under one Schedule against amounts claimed to be payable or due under another
Schedule.
Section 3 ~ Interpretation
In the event of any conflict between the provisions of this MSC and the provisions of any Schedule,
the provisions of such Schedule shall be deemed to control; provided, however, notwithstanding the
foregoing, this MSC and the Schedules incorporated shall at all times be subject to (a) Utility's Tariff Rate
Schedules and Tariff Rules, (b) all rules, regulations, decisions and orders of the CPUC, and (c) all other
governmental laws, regulations, and decisions (including by a court) applicable to this MSC and/or the
incorporated Schedules, as each of the foregoing may be in effect from time to time.
Form 6597, Revised 612003
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Contract # 220772
Section 4 - Billina/Pavments
All bills rendered by Utility shall be paid by Customer in accordance with the provisions of Tariff Rule
No.9 to Utility's depository specified below (which may be changed by Utility on ten (10) days prior
written notice). One master billing may be made by Utility for all services provided under this MSC
(including all Schedules incorporated). Such billing shall be sent to Customer at the designated address.
Changes in billing address shall be provided to Utility in writing.
CITY OF VERNON
4305 SANTA FE AVE.
VERNON, CA 90058
MR. BRUCE V. MALKENHORST, CITY
Attn: ADMINISTRATOR
Additional copies of billings shall also be sent to the following location(s) designated by the
Customer:
Attn:
The parties recognize that billings may be subject to adjustment in subsequent periods during the
term hereof or after the expiration of this MSC (or any Schedule) to reflect subsequent reconciliation with
the records of interstate transporters or third parties delivering gas in California for Customer.
All payments by Customer shall be made for the account of Utility to the following address:
Southern California Gas Company
P.O. BOX C
MONTEREY PARK, CA 91756
Section 5 - Notices/Information
All notices, requests or demands by either party shall be given in writing as specified in the effective
Schedules except that notices of changes to Section 4 shall be sent to the Master Billing Address of
Customer for changes in Utility's depository and to Utility at the address provided below for changes in
the Master Billing Address:
Southern California Gas Company
P.O. BOX 513249, ML GT22A1
LOS ANGELES, CA 90051-1249
Attn: MARTHA A GARCIA, Account Manager
Form 6597, Revised 6/2003
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Contract # 220772
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Section 6 . Leaal Provisions
(A) Interpretation - 'The interpretation and performance of any contracts for gas service shall be in
accordance with the laws of the State of California, and the orders, rules and regulations of the Public
Utilities Commission of the State of California, in effect from time to time.
(6) Amendment or Modification - Except as required to conform with California law and the orders,
rules and regulations of the Public Utilities Commission of the State of California (which retains continuing
jurisdiction over this Contract and the Schedules attached hereto), no amendment or modification shall be
made to this Contract except by an instrument in writing executed by all parties thereto, and no
amendment or modification shall be made by course of performance, course of dealing or usage of trade.
(C) Waiver - No waiver by any party of one or more defaults under this Contract shall operate or be
construed as a waiver of any other default or defaults, whether of a like or different character.
(D) Damaaes - No party under this Contract shall be assessed any special, punitive, consequential,
incidental, or indirect damages, whether in contract or tort, for any actions or inactions arising from or
related to this Contract.
(E) Assianment - This Contract (or any rights or obligations related thereto) shall not be assigned
without the prior written consent of Utility, which consent shall not be withheld unreasonably (but Utility
may require that any assignee confirm in writing its assumption of the rights and obligations of its
predecessor).
(F) Hinshaw Exemption - In the event that any governmental entity (including a court) issues an
order or rule which would result in the loss of Utility's Hinshaw Exemption from federal regulations if this
Contract entered into by Utility remains in effect, Utility may terminate this Contract.
The foregoing provisions (A) through (F) shall be superseded to the extent such matters are covered
by Utility's Tariff Rule 4, as in effect from time to time.
IN WITNESS WHEREOF, the authorized representatives of the parties have executed this MSC in
duplicate original copies.
CITY OF VERNON
(Customer Name)
Signature: /-
Southern California Gas Company
/~ture:
Name:
MR. BRUCE V. MALKENHORST
CITY ADMINISTRATOR
Name:
Mr. Richard M. Morrow
Title:
Title:
VP Cust. Serv., Major Mkt
Form 6597. Revised 612003
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Contract # 220772
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MASTER SERVICES CONTRACT
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SCHEDULE A - INTRASTATE TRANSMISSION SERVICE
TRANSPORTATION SERVICES ADDENDUM
Order Control Code: V08
The Customer acknowtedges that the above Order Control. Code (OCC) shall be used to associate
Customer's nominations and deliveries to individual Customer facilities. Any rights or access granted
herein by the Customer shall be applicable to all Agreements and facilities utilizing the above OCC.
Any applicable imbalance charges pursuant to Tariff Schedule G-IMB associated with the OCC
selected above shall be charged to account number: 18-2122-200-806-1. For any Customer utilizing the
services of a Contracted Marketer, a summary of transactional activities shall be provided to the following
designated account: 18-2024-437-877-1.
Contracted Marketer Services:
In accordance with Tariff Rule No. 35, Customers may elect a Contracted Marketer to purchase,
nominate, trade and balance the Customer's gas requirements, This election, along with. confirmation of
this election by the Contracted Marketer, and any changes to this election, must be received by Utility not
less than ten days prior to the effective date of the election.
Customer hereby designates I terminates (circle one): Sempra Enerav Tradina Corporation as
the Contracted Marketer for the above OCC.
Authorized to access Customer's meter usage: YES
Will nominate on Customer's behalf: YES
Will trade on Customer's behalf: YES
Aaent Services:
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Customers may elect an Agent to purchase, nominate, and trade on their behalf. Any changes to
the Agent designations below must be received by the Utility not/ess than ten days prior to the effective
date of the election.
Customer hereby designates I terminates (circle one):N/A as an Agent for the above OCC.
Authorized to access Customer's meter usage: N/A
Will nominate on Customer's behalf: N/A
Will trade on Customer's behalf: N/A
If Customer designates an Agent or Contracted Marketer, any communications made by such Agent
or Contracted Marketershall be binding on Customer and shall prevail in any conflict during the period
such authorization reniainsin effect. Such authorization shall remain in effect for the term of this
Agreement unless otherwise specified in the initial authorization, or unless terminated pursuant to written
notification received by the Utility.
Effective the first day of:
(month/year)
Customer:
Signature:
Name:
~ of Vernon
___ /~ate:
Bruce V. Malkenhors t Title:
March 22, 2005
City Administrator
Form 6597-21 - 6/2003
MSC # 220772 Contract # 221141
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MASTER SERVICES CONTRACT
SCHEDULE A
INTRASTATE TRANSMISSION SERVICE
This Agreement is entered into by and between Southern California Gas Company ("Utility")
and CITY OF VERNON ("Customer") as of the 8th day of Februarv. 2005 . This Agreement shall be
deemed attached to and incorporated as a Schedule in the Master Services Contract ("MSC") executed
by the Parties.
NOW THEREFORE, in consideration of the promises and mutual undertakings set forth herein,the
parties agree as follows: "
Section 1 - Scope
A. Intent
This Agreement sets forth the general terms and conditions under which Utility will, transport' gas,or
transport and procure gas, for Customer in California pursuant to Utility's applicable Tariff Rate Schedules
and Tariff Rules ("Tariffs") on file with the Public Utilities Commission of the State of California ("CPUC"),
as are in effect from time to, time.
To the extent not inconsistent herewith, the provisions of the MSC are incorporated by reference in
this Agreement. All transmission services by Utility shall be paid for by Customer at the rates specified in
the applicable Tariffs; except as otherwise specified herein. Nothing in this Agreement shall be construed
as preventing Utility, and Customer from mutually agreeing to conditions which are more stringent than set
forth in the Tariffs.
B. Effective DatefTerm
(1) The Effective Date of this Agreement shall be as of 12:00 AM on ADril1st. 2005.
(2) The initial term of this Agreement shall end on April 1st. 2007.
(3) Billing Schedule Sequences for terms less than the initial term of this Agreement maybe
amended or renewed upon expiration as permitted or required in the applicable Tariffs on f~e with
the CPUC. In the event any such Billing Schedule Sequences are not amended or renewed by
, the Customer, an available Tariff Service that allows a monthterm may be provided.
At the end of the initial term, this Agreement shall continue thereafter on a month to month basis
unless terminated by written notice from one party to the other given not less than twenty (20) days prior
to the last day of the initial term or any month thereafter.
Section 2 ;. Services Provided and Redeliverv Locations
Customer has requested and agreed to pay for, and Utility has determined that Customer is qualified
for transmission services to the following locations (the data provided will be utilized by Utility in
determinations regarding curtailment):
Form 6597-1 - Revised 6/2003
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MSC # 220772 Contract # 221141
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Facility A
Facility Name:
Account Number:
Address:
CITY OF VERNON
18~888-o00-978..1
5101 S. DOWNEY RD.
LOS ANGELES, CA 90058-3747
Mail copy of Bill to this Facility: NO
Facility Mailing Address:
Supplemental Facility Account Number(s):
18~888-o00-977 -1
Full Requirements YES (Noncore only)
Facility Customer Contacts
Emergency
Name:
Title:
Address:
Operations
Danny Garcia
Bulk Power Manager
4305 SANT AFE AVE.
VERNON, CA' 90058
(323)826-1422'
(323) 826-1425
Tel. No:
Fax No:
Name:
Title:
Address:
Sal Petrelli
Petrelli Services
4305 SANTA FE AVE.
VERNON, CA' 90058
(323) 585-5192
(323) 826;.1425
Tel. No:
Fax No:
Customer shall notify Utility in the event of anychahg4\l in the gas requirements or notification designations
for this facility.
Rate Schedule
GT-F10
,The term of this sequence is for: 2 YEARS .
January
February
March
April
May
June
10,300,000
10,090,000
10,720,000
600,000
1,000,000
2,050,000
Annual Quantity 78.770.000
Net
Billed
N/A
July
August
September
October
November
December
6,560,000
6,560,000
9,245,000
7,355,000
7,145,000
7,145,000
Use or Pay Aggregator(YeslNo) NO
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Customer's regular days for operations under this sequence are:
F
M
T
x
x
x
Form 6597-1 - Revised 612003
Th
Sat
Sun
x
x
x
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MSC # 220772 Contract # 221141
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Section 3 - Other Existina Transportation/Exchanae Arranaements
(1) Customer has existing intrastate transportation/exchange arrangements with Utility:
(2) Date of Arrangement:
(3) Term of Arrangement:
(4) This Agreement shall have no impact on such existing arrangement except:
Section 4 - Transportation Services
Customers "Order Control Code" (OCe) for gas transportation by Utility is: V08
In the event Customer has elected Transportation Services herein, a Transportation Services
Addendum must be completed to indicate the specific account to which any applicable imbalance charges
pursuant to imbalance service provided under Tariff Schedule G-IMB shall be applied. Additional
elections may be made by the customer, including but not limited to the use of Agent or Contracted
Marketer services, Any ejections, or changes thereto, made on the Transportation Services Addendum
shall be applicable to all Customer Agreements and facilities utilizing the same Order Control Code.
Section 5 - Billina and Payment
Billing and Payment for services hereunder shall be as provided in Utility's Tariff Rule NO.9. Any
special billing instructions should be noted in Section 7(E).
Section 6 - Transfer of Riahts
Subject to Section 7(A), this Agreement and the rights and obligations hereunder shall only be
transferred or assigned with the prior written consent of Utility which shall not be withheld unreasonably,
provided that any successor first establisheS its "creditworthiness" and assumes such contractual, rights
and obligations in writing.
Section 7 - Miscellaneous
A. Use or Pay Aaareaator: N/A
Use or Pay Aggregators will automatically be authorized to access Customer's meterusage.To the
extent applicable, appropriate authorization by Customer (including the terms arid conditions thereof) has
been executed and incorporated by reference (as supplemented from time to time) in this Agreement.
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B. Contacts/Notices:
Any written notices from one party to the other affecting this Agreement shall be sent to the foUowing
locations (unless changed by seven days prior written notice):
Customer
Utility
CITY OF VERNON
4305 SANTA FE AVE.
VERNON, CA 90058
Attn: MR. BRUCE V. MALKENHORST
Title: CITY ADMINISTRATOR
Southern California Gas Company
P.O. BOX 513249, ML. GT22A1
LOS ANGELES, CA 90051-1249
Attn: MARTHA A GARCIA
Title: Account Manager
Form 6597-1 - Revised 6/2003
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MSC # 220772 Contract # 221141
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,\C. Defin'itions:
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. J All definitions set forth in the Tariffs, including without limitation Utility Rule No.1, are incorporated
herein by reference as if set forth in full.
D. Miscellaneous Leaal Provisions:
This Agreement incorporates by reference all terms and conditions of the MSC,
E. Special Conditions: The following special conditions of service are applicable hereto:
2ndvear MSQ (in Therms) from April '06 to March '07 are as follows:
Aprii 10.300.000: Mav13.245.000: June 13.505.000: Julv 15.395.000: Auaust
15;395.000: September 17.700.000: October 16.190.000: November 15.600.000
December 15.980.000: January 16.190.000: February 14.840.000: March
16.610.000 I
IN WITNESS WHEREOF, the authorized representatives ofthe parties have executed two duplicate
original copies hereof. .
Customer
Utility
CITY OF VERNON Southern California Gas Company
Signature: ~/~"Signatur~
Name: MR.BRUCEV. MALKENHORST Name: Mr.,Richard M. Morrow
Title:
CITY ADMINISTRATOR
Title:
VP Cust. Serv., Major Mkt
Form 6597-1 - Revised 6/2003
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MSC #220772 Contract#221141
SUPPORTING
DOCUMENTS
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MASTER SERVICES CONTRACT
SCHEDULE A
INTRASTATE TRANSMISSION SERVICE
This Agreement is entered into by and between Southern California Gas Company ("Utility")
and CITY OF VERNON ("Customer") as of the 8th day of February. 2005 . This Agreement shall be
deemed attached to and incorporated as a Schedule in the Master Services Contract ("MSC") executed
by the Parties.
NOW THEREFORE, in consideration of the promises and mutual undertakings set forth herein, the
parties agree as follows: '
Section 1 - Scope
A. Intent
This Agreement sets forth the general terms and conditions under which Utility will transport gas, or
transport and procure gas, for Customer in California pursuant to Utility's applicable Tariff Rate Schedules
and Tariff Rules ("Tariffs") on file with the Public Utilities Commission of the State of California ("CPUC"),
as are in effect from time to time.
To the extent not inconsistent herewith, the provisions of the MSC are incorporated by reference in
this Agreement. All transmission services by Utility shall be paid for by Customer at the rates specified in
the applicable Tariffs, except as otherwise specified herein. Nothing in this Agreement shall be construed
as preventing Utility and Customer from mutually agreeing to conditions which are more stringent than set
forth in the Tariffs.
B. Effective DatelT erm
(1) The Effective Date of this Agreement shall be as of 12:00 AM on APril 1st. 2005.
(2) The initial term of this Agreement shall end on April 1 st. 2007.
(3) Billing Schedule Sequences for terms less than the initial term of this Agreement may be
amended or renewed upon expiration as permitted or required in the applicable Tariffs on file with
the CPUC. In the event any such Billing SChedule Sequences are not amended or renewed by
the Customer, an available Tariff Service that allows a month term may be provided.
At the end of the initial term, this Agreement shall continue thereafter on a month to month basis
unless terminated by written notice from one party to the other given not less than twenty (20) days prior
to the last day of the initial term or any month thereafter.
Section 2 - Services Provided and Redelivery Locations
Customer has requested and agreed to pay for, and Utility has determined that Customer is qualified
for transmission services to the following locations (the data provided will be utilized by Utility in
determinations regarding curtailment):
Form 6597-1 - Revised 612003
MSC # 220772 Contract # 221141
Facilitv A
Facility Name:
Account Number:
Address: '
CITY OF VERNON
18-8888-000-978-1
5101 S. DOWNEY RD.
lOS ANGELES, CA 90058-3747
Mail copy of Bill to this Facility: NO
Facility Mailing Address:
Supplemental Facility Account Number(s):
18-8888-000-977 -1
Full Requirements YES (Noncore only)
Facility Customer Contacts
Name:
Title:
Address:
Operations
Danny Garcia
Bulk Power ManaQer
4305 SANTA FE AVE.
VERNON, CA 90058
(323) 826-1422
(323) 826-1425
Emergency
Name:
Title:
Address:
Sal Petrelli
Petrelli Services
4305 SANTA FE AVE.
VERNON, CA 90058
(323) 585-5192
(323) 826-1425
Tel. No:
Fax No:
Tel. No:
Fax No:
Customer shall notify Utility in the event of any change in the gas requirements or notification designations
for this facility.
Rate Schedule
GT-F10
Priorit
FIRM
Net
Billed
N/A
Transmission Rates
Tariff/N otiated
-TARIFF-
Otherwise
Applicable
Rate
The term of this sequence is for: 2 YEARS .
January
February
March
April
May
June
10,300,000
10,090,000
10,720,000
600,000
1,000,000
2,050,000
July
August
September
October
November
December
6,560,000
6,560,000
9,245,000
7,355,000
7,145,000
7,145,000
Annual Quantity 78.770.000
Use or Pay Aggregator (Yes/No) NO
Customer's regular days for operations under this sequence are:
M
x
T
x
w
x
Th
x
F
x
Sat
x
Sun
x
Form 6597-1 - Revised 6/2003
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MSC # 220772 Contract # 221141
<' Section 3 - Other Existing Transportation/Exchange Arrangements
(1) Customer has existing intrastate transportation/exchange arrangements with Utility:
(2) Date of Arrangement:
(3) Term of Arrangement:
(4) This Agreement shall have no impact on such existing arrangement except:
Section 4 - Transportation Services
Customers "Order Control Code" (OCC) for gas transportation by Utility is : V08
In the event Customer has elected Transportation Services herein, a Transportation Services
Addendum must be completed to indicate the specific account to which any applicable imbalance charges
pursuant to imbalance service provided under Tariff Schedule G-IMB shall be applied. Additional
elections may be made by the customer, including but not limited to the use of Agent or Contracted
Marketer services. Any elections, or changes thereto, made on the Transportation Services Addendum
shall be applicable to all Customer Agreements and facilities utilizing the same Order Control Code.
Section 5 - Billing and Payment
Billing and Payment for services hereunder shall be as provided in Utility's Tariff Rule No.9. Any
special billing instructions should be noted in Section 7(E).
Section 6 - Transfer of Rights
Subject to Section 7(A), this Agreement and the rights and obligations hereunder shall only be
transferred or assigned with the prior written consent of Utility which shall not be withheld unreasonably,
provided that any successor first establishes its "creditworthiness" and assumes such contractual rights
and obligations in writing.
Section 7 - Miscellaneous
A. Use or Pay Aggregator: N/A
Use or Pay Aggregators will automatically be authorized to access Customer's meter usage. To the
extent applicable, appropriate authorization by Customer (including the terms and conditions thereof) has
been executed and incorporated by reference (as supplemented from time to time) in this Agreement.
B. Contacts/Notices:
Any written notices from one party to the other affecting this Agreement shall be sent to the following
locations (unless changed by seven days prior written notice):
Customer
Utility
CITY OF VERNON
4305 SANTA FE AVE.
VERNON, CA 90058
Attn: MR. BRUCE V. MALKENHORST
Title: CITY ADMINISTRATOR
Southern California Gas Company
P.O. BOX 513249, ML. GT22A1
LOS ANGELES, CA 90051-1249
Attn: MARTHA A GARCIA
Title: Account Manager
Form 6597-1 - Revised 6/2003
3
MSC # 220772 Contract # 221141
C. Definitions:
All definitions set forih in the Tariffs, including without limitation Utility Rule No.1, are incorporated
herein by reference as if set forth in full.
D. Miscellaneous Leaal Provisions:
This Agreement incorporates by reference all terms and conditions of the MSC.
E. Special Conditions: The following special conditions of service are applicable hereto:
2nd year MSQ (in Therms) from April '06 to March '07 are as follows:
April 10.300.000: May 13.245.000: June 13.505.000: July 15.395.000: Auaust
15.395,000: September 17,700,000: October 16,190.000: November 15,600,000
December 15,980.000: Januarv 16.190.000: February 14,840,000: March
16.610.000
IN WITNESS WHEREOF, the authorized representatives of the parties have executed two duplicate
original copies hereof.
Customer
Utility
Signature:
CITY OF VERNON
/Z
Southern Califo
/~ignature:
~
Name:
MR.BRUCEV.MALKENHORST
CITY ADMINISTRATOR
Name:
Mr. Richard M. Morrow
Title:
Title:
VP Cust. Serv., Major Mid
Form 6597-1 - Revised 6/2003
4
MSC # 220772 Contract # 221141
MASTER SERVICES CONTRACT
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SCHEDULE A-INTRASTATE TRANSMISSION SERVICE
TRANSPORTATION SERVICES ADDENDUM
Order Control Code: V08
The Customer acknowledges that the above Order Control Code (OCe) shall be used to associate
Customer's nominations and deliveries to individual Customer facilities. Any rights or access granted
herein by the Customer shall be applicable to all Agreements and facilities utilizing the above OCC.
Any applicable imbalance charges pursuant to Tariff Schedule G-IMB associated with the OCC
selected above shall be charged to account number: 18-2122-200-806-1. For any Customer utilizing the
services of a Contracted Marketer, a summary of transactional activities shall be provided to the following
designated account: 18-2024-437-877-1.
Contracted Marketer Services:
In accordance with Tariff Rule No. 35, Customers may elect a Contracted Marketer to purchase,
nominate, trade and balance the Customer's gas requirements. This election, along with confirmation of
this election by the Contracted Marketer, and any changes to this election, must be received by Utility not
less than ten days prior to the effective date of the election.
Customer hereb designate terminates (circle one): Sempra Enerav Tradina Corporation as
the Contracted Marketer for t e above OCC.
Authorized to access Customer's meter usage: YES
Will nominate on Customer's behalf: YES
Will trade on Customer's behalf: YES
Aaent Services:
Customers may elect an Agent to purchase, nominate, and trade on their behalf. Any changes to
the Agent designations below must be received by the Utility not less than ten days prior to the effective
date of the election.
Customer hereby designates / terminates (circle one): N/A as an Agent for the above OCC.
Authorized to access Customer's meter usage: N/A
Will nominate on Customer's behalf: N/A
Will trade on Customer's behalf: H/ A
If Customer designates an Agent or Contracted Marketer, any communications made by such Agent
or Contracted Marketer shall be binding on Customer and shall prevail in any conflict during the period
such authorization remains in effect. Such authorization shall remain in effect for the term of this
Agreement unless otherwise specified in the initial authorization, or unless terminated pursuant to written
notification received by the Utility.
Effective the first day of: J/p/liL JOO,s (month/year)
Customer:
City of Vernon,.
~V~Date:.
Bruce V. Malkenhorst Title:
March 22, 2005
City Administrator
Signature:
Name:
Form 6597-21 - 6/2003
MSC # 220772 Contract # 221141
#
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MASTER SERVICES CONTRACT
TAXPAYER 1.0. 956000808
This Master Services Contract ("MSC") is entered into by and between Southern California Gas
Company ("Utility") and CITY OF VERNON ("Customer") as of the 27th day of January. 2005.
NOW THEREFORE, in consideration of the promises and mutual undertakings set forth herein, the
parties agree as follows:
Section 1 - Scope
This MSC sets forth the general terms and conditions under which Utility will provide gas services to
Customer pursuant to the applicable Tariff Rate Schedules and Tariff Rules which have been filed with
the Public Utilities Commission of the State of California ("CPUC"), as in effect from time to time. Such
services shall be limited to those services specified by Customer from time to time for which Customer
qualifies. Service under this MSC shall commence on April 1 st. 2005 ("Effective Date") and continue
thereafter so long as one or more of the Schedules referenced in Section 2 remain in effect. This MSC
shall also remain in effect to permit any "winding up" occurring thereafter (e.g., billing and payment
reconciliations, correction of gas imbalances, etc.) or to enforce or satisfy any obligations arising prior to
the end of the MSC.
Section 2 - Applicable Services
Utility offers services including, but not limited to, Transportation Services, Contracted Marketer
Program Services, Core Aggregation Transportation Services, Storage Services, and other services that
may be available from time to time.
Services may be requested by Customer from time to time consistent with Utility's Tariff Rate
Schedules and Tariff Rules and any publicly-announced bidding, offering or operating procedures of
Utility, and this MSC may be supplemented as appropriate.
The agreement(s) specifying the terms and conditions for services requested by Customer shall be
incorporated into the MSC as a "Schedule". Each Schedule shall be an independent agreement,
incorporating by reference the terms of this MSC. Customer may select additional services after the MSC
is initially executed, and the MSC shall be deemed amended to include the additional executed Schedule.
Although the various services are compiled under this MSC for administration and other
considerations, each service provided by Utility to Customer is separate and independent from all other
services. Thus, the breach of an agreement for one service under an incorporated Schedule shall not
result in the breach of, or excuse performance under, another agreement for another service incorporated
as a Schedule to this MSC. Likewise, there shall be no offset between any amounts claimed to be
payable or due under one Schedule against amounts claimed to be payable or due under another
Schedule.
Section, 3 - Interpretation
In the event of any conflict between the provisions of this MSC and the provisions of any Schedule,
the provisions of such Schedule shall be deemed to control; provided, however, notwithstanding the
foregoing, this MSC and the Schedules incorporated shall at all times be subject to (a) Utility's Tariff Rate
Schedules and Tariff Rules, (b) all rules, regulations, decisions and orders of the CPUC, and (c) all other
governmental laws, regulations, and decisions (including by a court) applicable to this MSC and/or the
incorporated Schedules, as each of the foregoing may be in effect from time to time.
Form 6597, Revised 6/2003
Contract # 220772
#
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Section 4 - BillinalPavrnents
All bills rendered by Utility shall be paid by Customer in accordance with the provisions of Tariff Rule
NO.9 to Utility's depository specified below (which may be changed by Utility on ten (10) days prior
written notice). One master billing may be made by Utility for all services provided under this MSC
(including all Schedules incorporated). Such billing shall be sent to Customer at the designated address.
Changes in billing address shall be provided to Utility in writing.
CITY OF VERNON
4305 SANTA FE AVE.
VERNON, CA 90058
MR. BRUCE V. MALKENHORST, CITY
Attn: ADMINISTRATOR
Additional copies of billings shall also be sent to the following location(s) designated by the
Customer:
Attn:
The parties recognize that billings may be subject to adjustment in subsequent periods during the
term hereof or after the expiration of this MSC (or any Schedule) to reflect subsequent reconciliation with
the records of interstate transporters or third parties delivering gas in California for Customer.
All payments by Customer shall be made for the account of Utility to the following address:
Southern California Gas Company
P.O. BOX C
MONTEREY PARK, CA 91756
Section 5 - Notices/Information
All notices, requests or demands by either party shall be given in writing as specified in the effective
Schedules except that notices of changes to Section 4 shall be sent to the Master Billing Address of
Customer for changes in Utility's depository and to Utility at the address provided below for changes in
the Master Billing Address:
Southern California Gas Company
P.O. BOX 513249, ML GT22A1
LOS ANGELES, CA 90051-1249
Attn: MARTHA A GARCIA, Account Manager
Form 6597. Revised 6/2003
2
Contract # 220772
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Section 6 - Leaal Provisions
(A) Interpretation - The interpretation and performance of any contracts for gas service shall be in
accordance with the laws of the State of California, and the orders, rules and regulations of the Public
Utilities Commission of the State of California, in effect from time to time.
(8) Amendment or Modification - Except as required to conform with California law and the orders,
rules and regulations of the Public Utilities Commission of the State of California (which retains continuing
jurisdiction over this Contract and the Schedules attached hereto), no amendment or modification shall be
made to this Contract except by an instrument in writing executed by all parties thereto, and no
amendment or modification shall be made by course of performance, course of dealing or usage of trade.
(C) Waiver - No waiver by any party of one or more defaults under this Contract shall operate or be
construed as ~ waiver of any other default or defaults, whether of a like or different character.
(D) Damaaes - No party under this Contract shall be assessed any special, punitive, consequential,
incidental, or indirect damages, whether in contract or tort, for any actions or inactions arising from or
related to this Contract.
(E) Assianment - This Contract (or any rights or obligations related thereto) shall not be assigned
without the prior written consent of Utility, which consent shall not be withheld unreasonably (but Utility
may require that any assignee confirm in writing its assumption of the rights and obligations of its
predecessor).
(F) Hinshaw Exemption - In the event that any governmental entity (including a court) issues an
order or rule which would result in the loss of Utility's Hinshaw Exemption from federal regulations if this
Contract entered into by Utility remains in effect" Utility may terminate this Contract.
The foregoing provisions (A) through (F) shall be superseded to the extent such matters'are covered
by Utility's Tariff Rule 4, as in effect from time to time.
IN WITNESS WHEREOF, the authOrized representatives of the parties have executed this MSC in
duplicate original copies.
CITY OF VERNON
(Customer Name)
Signature: ~
Southern California Gas Company
Name:
MR. BRUCE V. MALKENHORST
CITY ADMINISTRATOR
Name:
6Jkw~
/
Mr. Richard M. Morrow
~P1
/~ture:
Title:
Title:
VP Cust. Serv., Major Mkt
Form 6597. Revised 6/2003
3
Contract # 220772
.,.
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Indemnity Agreement Between City of Vernon and Southern California Gas Company
February 16,2005
This agreement ("Agreement") is entered into and effective as of February 16,2005 ("Effective
Date"), by and between Vernon, a California municipal corporation ("Vernon" or "City") and
Southern California Gas Company, a California corporation ("SoCalGas" or "Company"),
collectively, the "Parties" or, individually, the "Party".
1.0 General
1.1 The City of Vernon has requested the Southern California Gas Company to provide
wholesale gas service pursuant to SoCalGas' published tariff Schedule GW-VRN,
Wholesale Natural Gas Service to Vernon's newly constructed natural gas distribution
system, described in detail in Exhibit 1 attached hereto, ("Vernon's Gas System")
1.2 In furtherance of such request, Vernon has provided SoCalGas with certain data,
including but not limited to testing records (pressure tests, welding, CP, etc.),
installation procedures, mapping documents, and material specifications, etc. upon
which SoCalGas mayor will rely to satisfy itself under appropriate DOT and
SoCalGas' rules, regulations, and procedures, published or unpublished that it can
turn the gas on to Vernon's Gas System. As a normal course of business, SoCalGas
reviews available information to determine if it can operate a new interconnection
with an end-user in accordance with applicable safety requirements and ordinances
pnor to initiation of service. Vernon warrants without exception that these materials
Vernon has provided to SoCalGas are true, complete and accurate and that SoCalGas
can rely on such truth, completeness and accuracy in deciding to begin and continue
the provision of the above referenced gas service to Vernon.
2.0 Safety
Vernon further warrants that its gas system is safe and meets appropriate DOT rules,
regulations, and procedures. Vernon warrants it will provide information to SoCalGas
for any purpose as reasonably required in accordance with good utility practice.
3.0 Tax Responsibility
In furtherance of our understanding and agreement, neither Vernon nor its employees nor
its agents shall be deemed employees of SoCalGas or its affiliates for any
purpose whatsoever by virtue of any services provided by SoCalGas. Vernon is
responsible for the construction, operation and maintenance of its gas system and neither
Vernon nor its employees, contractors ' agents or representatives shall be on the payroll or
deemed to be on the payroll ofSoCalGas or entitled to any benefits extended
to SoCalGas' employees or employees of its affiliates. Vernon shall be solely liable for
withholding and remitting payment of all taxes relating to the operation of its gas system
including, but not limited to state and federal income taxes, Social Security tax, self-
"
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employment tax, unemployment insurance premiums, and disability insurance
contributions.
4.0 Indemnification
4.1 As between SoCalGas and Vernon, Vernon shall be solely responsible for and shall
indemnify, defend and hold SoCalGas, its current and future parent and affiliates and
their respective directors, officers, shareholders, employees, agents, representatives,
successors and assigns, harmless from and against any and all claims, actions, suits,
proceedings, losses, liabilities, penalties, fines, damages, costs or expenses including
without limitation, attorneys' fees (including costs, fees and disbursements of in-
house and outside counsel) of any kind whatsoever resulting from: (a) injuries to or
death of any and all individuals, including, without limitation, members of the general
public, or any employee, agent, independent contractor or consultant or affiliate of
either Party, arising out of or connected in any manner with the construction,
operation and maintenance of Vernon's gas system and/or SoCalGas' services
thereto; (b) damage to, loss of, and/or destruction of property, including, without
limitation, to, property of SoCalGas, Vernon or others arising out of or connected in
any manner with the construction, operation and maintenance of Vernon's Gas
System and/or SoCalGas' services thereto; (c) any unauthorized release of
a hazardous material by Vernon or its agents or any party acting on behalf or under
the direction of Vernon; (d) any enforcement or compliance proceeding commenced
'by or in the name of any governmental agency because of an alleged, threatened or
actual violation of any safety or environmental law , rule or regulation by Vernon;
(e) any action reasonably necessary to abate, remediate or prevent a violation or
threatened violation of any safety or environmental law rule or
regulation by Vernon or its agents or any party acting on behalf or under the
direction of Vernon ; (f) claims, suits, damages, loss, liability, or actions for
indemnity by the County of Los Angeles or any city adjacent to Vernon which is
affected by the construction, operation and maintenance of Vernon's Gas System; (g)
claims, suits, damages, loss, liability, or actions for indemnity by governmental
agencies issuing permits in connection with the the construction, operation and
maintenance of Vernon's Gas System arising out of actions or inactions of Vernon ;
(h) claims, suits, damages, loss, liability, or actions for indemnity by the owner or
tenants ofthe property in the vicinity of, adjacent to, or on which any part of
the construction, operation and maintenance of V ernon's Gas System is or has
been performed arising out of actions or inactions by Vernon; or (i) third party
claims of any kind, including but not limited to contractual indemnity obligations
which SoCalGas may have assumed in connection with the construction, operation
and maintenance of Vernon's Gas System or SoCalGas' service thereto, whether
based upon negligence, strict liability or otherwise, arising out of or connected in any
manner to Vernon's or its agents or any party acting on behalf or under the direction
of Vernon acts or omissions in construction, operating or maintaining Vembn's Gas
System. This indemnification obligation shall not apply to the extent that injuries,
death, loss, damage or destruction is caused by either the willful misconduct
ofSoCalGas or SoCalGas' sole negligence.
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4.2 If any claim or action is brought against SoCalGas arising out of or related to this
Agreement or the construction, operation or maintenance of Vernon's Gas System and
SoCalGas' service thereto, then Vernon shall be entitled to participate in and, unless
in the opinion of counsel for SoCalGas a conflict of interest
between SoCalGas and Vernon may exist with respect to such claim or action,
assume the defense of such claim or action, with counsel reasonably acceptable
to SoCal Gas. If Vernon does not assume the defense of SoCal Gas, or if a conflict
precludes SoCalGas from assuming the defense, then Vernon shall
reimburse SoCalGas on a monthly basis for SoCalGas' reasonable defense costs
through separate counsel ofSoCalGas' choice. Even if Vernon assumes the defense
.ofSoCalGas with acceptable counsel,'SoCaIGas, at its sole option and expense, may
participate in the defense with counsel of SoCalGas' own choice without
relieving Vernon of any of its obligations hereunder.
4.3 Vernon shall indemnify, defend and hold SoCalGas harmless from and against any
and all claims, losses, damages, costs and expenses (including incidental costs
incurred) of any kind whatsoever related to the filing of any mechanics' lien or any
claim by a subcontractor of Vernon related to the construction, operation or
maintenance of Vernon's Gas System orSoCalGas' service thereto.
4.4 Vernon's obligation to indemnify SoCalGas shall not be limited in any way by any
limitation on the amount or type of damages, compensation, penalty or benefits
payable by or for Vernon under any statutory scheme, including without limitation,
. any Workers Compensation Acts, Disability Benefit Acts or other Employee Benefit
Acts.
IN WITNESS WHEREOF, the authorized representative(s) of the parties have executed both
duplicate originals as of the date written above.
VERNON SOUTHERN CALIFORNIA GAS COMPANY
By: ~~~ BY:~.at~
~
Name: ec~ Ai'/j'''~lcJ -w ..r(ef;!-
Title: V:CE ~alf)UJr4- aSrztM~~(:f
Name: Bruce V. Malkenhorst
Title:
City Administrator
Date: February 16, 2005
/-1M~.$~ ZOOS-
Date:
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EXHIBITl
Vernon's Gas System
The City ofVemon gas ~ystem comprises approximately 36,000 ft. of lO-inch transmission system
operating with an MAOP of 650 psig that is served at two locations (Bandini/Downey and
FruitlandlDowney) from SoCalGas Transmission Line 765. Two regulator stations are located along
the 10-inch transmission system at BandinilDowney and FruitlandlDowney. These regulator station~
distribute gas from the transmi~sion system into the distribution system operating at 60 psig MAOP.
The distribution system consists of approximately 215,000 ft. of 6-inch PE piping located in the
majority of the city. Pleased see attached Exhibit 1.1 map of Vernon's natural gas distribution
system.
VERNON
By:
Name:
Title:
Date:
~ L,//
Bruce V. Malkenhorst
City Administrator
MARCH 10, 2005
4